ProValet Platform Terms of Service
## Service Company Agreement
Last modified: August 28, 2026
Summary in plain language
This summary is provided for convenience and readability. It is not part of the Agreement and does not modify it. Where the summary and the numbered sections differ, the numbered sections control.
What you get. A licence to use the ProValet platform — the Master Platform, the Customer Mobile Application, the Service Technician Mobile Application, and the AI Features — for your business, for as many technicians as you have paid for (Sections 1, 3).
What you pay. The subscription fees on your Order Form, charged in advance. Customer payments run through a third-party processor at that processor’s rates, plus a Pure Coastal technology fee that will not exceed 1.00% and is stated on your Order Form (Sections 5(a), 5(c)).
Your data is yours. You own your Service Company Data. Pure Coastal owns the software. We licence your data only as needed to run the platform for you, including through the AI and cloud providers listed at provalet.io/subprocessors, and we contract with those providers so that they may not use your data to train their generally available AI models (Sections 4A(e), 6(b)).
AI features work on propose-and-confirm. The assistant suggests an action; a person at your company reviews and confirms it before anything happens. Once you confirm, that action is your company’s action and you are responsible for it — the invoice sent, the amount charged, the message delivered. AI output can be wrong, so check it (Section 4A).
What you’re responsible for. Your data and the data you import, having the right to import it, your technicians’ conduct, and compliance with the laws governing the communications and charges you send to your customers (Sections 4, 4A(d), 5A).
Cancelling. Either side can decline to renew: 60 days’ notice on an annual term, 10 days on a monthly term. We give you 30 days’ notice before any renewal and before any material change to these terms, and if you don’t accept a change you can leave and get a refund of prepaid unused fees (Sections 10(b), 11(d)).
If we’re acquired or we change these terms, you get advance notice and an exit. If you leave, you have 30 days to export your data (Sections 10(d), 11(d)).
Disputes. Individual arbitration under AAA Commercial Rules, seated in Collier County, Florida, with no class actions. Small claims, IP injunctions, and fee collection can still go to court (Section 11(e)).
Limits on our liability. Our total liability is capped at what you paid us in the prior 12 months, and we don’t cover indirect or consequential damages. Our IP indemnity to you is capped at the greater of $25,000 or 12 months of your fees, covers US copyright, trademark, and trade secret claims, and excludes patents (Sections 8(a), 8(d)).
What we commit to. Confidentiality of your data, commercially reasonable security, prompt notice if there’s a security incident affecting your data, a current subprocessor list with change notification, and 30 days’ notice before we change these terms or renew you (Sections 4A(e), 9, 10(c), 11(d)).
This Service Company Agreement is by and between Pure Coastal Technologies, Inc., a corporation formed under the laws of the State of Delaware, with offices located at 365 5th Avenue South, Suite 201, Naples, FL 34102 (“Pure Coastal”), and the entity (the “Service Company”) identified on the applicable online account set-up webpage (the “Order Form”) electronically completed and agreed to through Pure Coastal’s electronic ordering process. Pure Coastal and Service Company may be referred to herein collectively as the “Parties” or individually as a “Party.” The Order Form and this Service Company Agreement, together with any attachments or exhibits incorporated by reference, are collectively referred to as the “Agreement.”
This Agreement is effective as of the date the Service Company clicks the “I Agree” button at the time of completing the Order Form (the “Effective Date”). By clicking the “I Agree” button, Service Company (1) acknowledges that it has read and understands this Agreement and that it is legally bound by its terms, and (2) represents and warrants that: (i) the individual clicking “I Agree” is of legal age to enter into a binding contract, and (ii) if Service Company is a corporation, governmental organization, or other legal entity, the individual clicking “I Agree” has the right, power and authority to enter into this Agreement on behalf of Service Company and bind Service Company to its terms.
PLEASE READ SECTION 11(e) CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE PROCEEDING.
1. Definitions
Unless defined elsewhere in the Agreement, capitalized terms used herein shall have the meanings set forth in this Section 1.
“Aggregated Statistics” means data and information related to Service Company’s use of the Software that is used by Pure Coastal in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Software.
“AI Features” has the meaning set forth in Section 4A(a).
“AI Providers” means the third-party artificial-intelligence, machine-learning, model-hosting, and cloud infrastructure providers engaged by Pure Coastal to provide the AI Features, as identified from time to time on Pure Coastal’s subprocessor page at https://www.provalet.io/subprocessors.
“Authorized User” means any of Service Company’s employees, consultants, contractors, or agents (i) who is authorized by Service Company to access and use the Software under the rights granted to Service Company pursuant to this Agreement and (ii) for whom access to, and an associated account for, the Service Technician Mobile Application has been purchased by Service Company pursuant to the Order Form.
“Customer” means an individual or entity that purchases Professional Services from Service Company.
“Customer Mobile Application” means the mobile application and customer portal provided by Pure Coastal for use by Customers and potential Customers, through which Customers can order Professional Services from Service Company, receive communications, and view and pay invoices, and through which Service Company communicates pricing, special offers and other information to Customers regarding the Professional Services.
“Imported Data” has the meaning set forth in Section 5A(a).
“Intellectual Property” means patents, copyrights, trademarks, service marks, trade secrets, know-how, technology and any other intellectual property rights whether existing at common law, applied for, registered or unregistrable, existing anywhere in the world.
“Master Platform” means the Regular Interval Service Companies (RISC) solutions software platform described in the Order Form sign up process and that is provided hereunder to Service Company for use as a services management tool for the provision of Professional Services to Customers.
“Personal Information” has the meaning set forth in Section 5(e).
“Professional Services” means the services that Service Company chooses to offer to its Customers and potential Customers using the Software.
“Pure Coastal IP” means the Software, the Customer Mobile Application, the AI Features, and any and all Intellectual Property provided to Service Company or any Authorized User in connection with the foregoing. For the avoidance of doubt, Pure Coastal IP includes Aggregated Statistics and any information, data, or other content derived from Pure Coastal’s monitoring of Service Company’s access to or use of the Software, but does not include Service Company Data or Service Company Marks.
“Service Company Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, imported, or otherwise transmitted by or on behalf of Service Company or an Authorized User through the Software.
“Service Technician Mobile Application” is the mobile application used by Service Company’s Authorized Users and through which Service Company can track such Authorized Users’ geo-location and communicate about the provision of Professional Services.
“Software” means the Master Platform, the Customer Mobile Application, the Service Technician Mobile Application, and the AI Features.
2. Software Set Up
(a) Set up. After Service Company submits an Order Form and clicks “I Agree” with respect to this Agreement, Service Company and Pure Coastal may schedule an onboarding meeting (“Onboarding Meeting”), to be conducted virtually or in-person, at the discretion of Pure Coastal. At such Onboarding Meeting, authorized representatives of the Parties will exchange details to determine what information will be needed from Service Company in order to onboard the Service Company and commence use of the Software. Service Company shall promptly provide such details and shall timely and meaningfully respond to all requests and inquiries from Pure Coastal pertaining to onboarding.
(b) Maintenance of Customer Mobile Application Content. After the set up is complete, Service Company will be responsible for maintaining and updating the content that is displayed through the Customer Mobile Application, such as the prices, options, timing, special offers, and all other information related to the Professional Services. Service Company will be solely responsible and liable for keeping such information accurate, complete and up to date. Service Company will be able to update and modify such information through the Master Platform. Service Company acknowledges and agrees that Pure Coastal will have no liability for Service Company’s failure to communicate, and later receive, the appropriate fees for Professional Services through the Customer Mobile Application.
3. Access and Use of the Software
(a) Provision of Access to the Software. Subject to and conditioned on Service Company’s payment of Fees and compliance with all other terms and conditions of this Agreement, Pure Coastal hereby grants Service Company a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)) limited license to access and use an instance of the Software that is tailored for Service Company during the Term, solely for use by Service Company and its Authorized Users for Service Company’s internal business purposes in accordance with the terms and conditions herein. To access the Software, Service Company shall create an “Account,” which will include information that is unique to Service Company. Service Company hereby agrees to keep its Account current and to update its Account information as necessary or required by Pure Coastal. Pure Coastal shall have no obligation to correct a problem with the Software caused by Service Company’s or an Authorized User’s equipment malfunction or other causes beyond the control of Pure Coastal.
(b) Access and Use of the Service Technician Mobile Application. The license granted in Section 3(a) includes use of the Service Technician Mobile Application. Use of the Service Technician Mobile Application is limited to the number of Authorized Users designated in the Order Form, which Service Company may increase at any time during the Term by submitting the applicable information under the “Add a Technician” option within the My Account page of the Master Platform and paying the applicable additional fees (each such additional Authorized User added after the Effective Date is considered an “Additional Authorized User”). Pure Coastal will provide access to, and corresponding accounts (“Authorized User Accounts”), for the Service Technician Mobile Application for the number of Authorized Users designated on the Order Form plus any Additional Authorized Users, provided that Service Company ensures that each Authorized User Account is used by only one individual, thus the number of Authorized Users shall not exceed the number of Authorized User Accounts designated on the Order Form plus any Additional Authorized Users. Service Company may transfer an Authorized User Account to a different individual, or terminate an Authorized User Account upon notice to Pure Coastal. Service Company shall provide Pure Coastal with the email addresses associated with each Authorized User Account, and, upon terminating or transferring an Authorized User’s Account, shall promptly provide Pure Coastal with updated email information. Service Company will be liable for any use of an Authorized User Account by someone other than the single Authorized User permitted to use such account.
Authorized Users must agree to the ProValet Technician App Terms of Service, available at https://app.provalet.io/technician_terms (the “Technician TOS”), in order to access and use the Service Technician Mobile Application, and Service Company will be liable for any of its Authorized Users’ breach of the Technician TOS. Service Company shall not circumvent, complete on an Authorized User’s behalf, or instruct any Authorized User to circumvent the Technician TOS acceptance process. Pure Coastal may terminate or suspend any Authorized User Account if the individual accessing or using such account is in breach of this Agreement or the Technician TOS. Service Company will be solely responsible and liable for any actions or omissions of an Authorized User after termination or transfer of his or her Authorized User Account related to the products and services contemplated under this Agreement and/or use of any information such former Authorized User obtained through use of the Software.
(c) Use Restrictions. Service Company shall not use the Software for any purposes beyond the scope of the access granted in this Agreement. Service Company shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Software, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software, in whole or in part; (iv) remove any proprietary notices from the Software; (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property right or other right of any third party, or that violates any applicable law; (vi) use the Software, including any AI Feature, to develop, train, or improve any competing artificial-intelligence model, machine-learning system, or software product, or to benchmark the Software against any competing product for public disclosure; (vii) access or use the Software or any AI Feature by automated means except through interfaces expressly made available by Pure Coastal for that purpose; or (viii) submit to any AI Feature any data that Service Company is not permitted to disclose, or any sensitive personal information (including government identifiers, financial account numbers other than as processed by the designated payment processor, biometric data, or health information) except as expressly supported by the Software and permitted in writing by Pure Coastal.
(d) Reservation of Rights. Pure Coastal reserves all rights not expressly granted to Service Company in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Service Company or any third party any Intellectual Property rights or other right, title, or interest in or to the Pure Coastal IP.
(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Pure Coastal may temporarily suspend Service Company’s and any Authorized User’s access to any portion or all of the Software if: (i) Pure Coastal reasonably determines that (A) there is a threat or attack on any of the Pure Coastal IP; (B) Service Company’s or any Authorized User’s use of the Pure Coastal IP disrupts or poses a security risk to the Pure Coastal IP or to any other customer or vendor of Pure Coastal; (C) Service Company, or any Authorized User, is using the Pure Coastal IP for fraudulent or illegal activities; (D) subject to applicable law, Service Company has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Pure Coastal’s provision of the Software to Service Company or any Authorized User is prohibited by applicable law; (ii) any vendor or AI Provider of Pure Coastal has suspended or terminated Pure Coastal’s access to or use of any third-party services or products required to enable Service Company to access the Software; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Pure Coastal shall use commercially reasonable efforts to provide written notice of any Service Suspension to Service Company and to provide updates regarding resumption of access to the Software following any Service Suspension. Pure Coastal shall use commercially reasonable efforts to resume providing access to the Software as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Pure Coastal will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Service Company or any Authorized User may incur as a result of a Service Suspension.
(f) Monitoring. Notwithstanding anything to the contrary in this Agreement, Pure Coastal may monitor Service Company’s use of the Software for purposes including but not limited to assisting Service Company in its use of and operations using the Software, maintaining the security and integrity of the Software, and collecting and compiling Aggregated Statistics. As between Pure Coastal and Service Company, all right, title, and interest in Aggregated Statistics, and all Intellectual Property rights therein, belong to and are retained solely by Pure Coastal. Service Company acknowledges that Pure Coastal may compile Aggregated Statistics based on Service Company Data input into the Software. Service Company agrees that Pure Coastal may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics are de-identified and do not identify Service Company, any Customer, any Authorized User, or Service Company’s confidential information.
4. Service Company Responsibilities
Service Company is responsible and liable for all uses of the Software resulting from access provided by Service Company and through Service Company’s Account and its Authorized User Accounts, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Service Company is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Service Company will be deemed a breach of this Agreement by Service Company. Service Company shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Software, and shall cause Authorized Users to comply with such provisions. Service Company shall safeguard the confidentiality of its Account information and is responsible for all activity that occurs in connection with its Account and its Authorized User Accounts. Pure Coastal will not be responsible for any damage or injury caused by Service Company’s or Authorized Users’ failure to keep such account information confidential.
4A. AI Features and Automated Actions
(a) Description. The Software may include artificial-intelligence and automation features, including an in-application assistant that can generate suggestions, summaries, drafts, answers, classifications, and proposed actions based on Service Company Data, and that can, at Service Company’s direction, perform actions within the Software on Service Company’s behalf (collectively, “AI Features”). AI Features may include, without limitation: generating and sending invoices, estimates, and communications to Customers; creating or modifying Customer records; scheduling or rescheduling Professional Services; recording service requests; summarizing service history; mapping, transforming, and importing data; optimizing routes; generating or transcribing voice communications; and exposing Software functionality to third-party artificial-intelligence assistants or agents at Service Company’s election. Pure Coastal may add, modify, or discontinue AI Features at any time.
(b) Service Company direction and control. Except where the Software plainly states that an action occurs automatically, AI Features operate on a propose-and-confirm basis: the Software presents a proposed action to an Authorized User, and the action is performed only after an Authorized User reviews and confirms it. Each action an Authorized User confirms is an action of the Service Company, to the same extent as if the Authorized User had performed it manually, regardless of the fact that it was proposed by an AI Feature. Service Company is solely responsible for reviewing every proposed action before confirming it and for the accuracy, legality, and appropriateness of the confirmed action and its consequences, including any invoice sent, charge initiated, communication delivered, appointment scheduled, or record created or changed. Where Service Company enables an AI Feature to operate on a scheduled, recurring, or automatic basis, or grants an AI Feature standing authority to act without individual confirmation, Service Company is responsible for each resulting action to the same extent as if it had individually confirmed that action.
(c) No warranty of accuracy; human review required. Service Company acknowledges that AI Features are probabilistic and may produce output that is inaccurate, incomplete, outdated, biased, or otherwise unsuitable, and may occasionally do so in ways that are not obvious. AI Features are provided as productivity tools and are not a substitute for Service Company’s own professional judgment, review, or verification. Service Company shall not rely on AI Feature output as the sole basis for any decision affecting a Customer, a payment, an employment or engagement decision, a legal or tax obligation, or a safety matter. The disclaimers in Section 7 apply in full to AI Features and all output thereof.
(d) Communications and charges initiated through AI Features. Where an AI Feature is used to generate or send a communication to, or initiate a charge to, a Customer, such communication or charge is made by Service Company for all purposes, including Sections 2(b) and 5(c). Service Company is solely responsible for compliance with all laws governing such communications and charges, including the Telephone Consumer Protection Act, the CAN-SPAM Act, applicable state telemarketing and automatic-renewal laws, NACHA rules, and applicable card network rules. Pure Coastal will have no liability for any communication sent, invoice issued, amount charged or not charged, or Customer relationship affected as a result of Service Company’s use of, or confirmation of an action proposed by, an AI Feature, and Service Company’s indemnity in Section 8(b) extends to all such matters.
(e) Processing by third-party AI Providers. To provide AI Features, Pure Coastal and its service providers may process Service Company Data — which may include Personal Information — using AI Providers. Service Company authorizes Pure Coastal and its AI Providers to process Service Company Data as reasonably necessary to provide, secure, support, and improve the AI Features, subject to the license in Section 6(b), the confidentiality obligations in Section 9, and Pure Coastal’s Privacy Policy.
Pure Coastal will engage AI Providers only under written terms that require the AI Provider to (i) process Service Company Data solely to provide services to Pure Coastal and not for the AI Provider’s own independent purposes, (ii) maintain appropriate technical and organizational safeguards, and (iii) not use Service Company Data or Personal Information to train the AI Provider’s generally available models. Service Company acknowledges that AI Providers may retain Service Company Data for a limited period for abuse detection and legal-compliance purposes, and may retain content flagged by their automated safety systems for a longer period, as described in Pure Coastal’s Privacy Policy. Pure Coastal maintains a current list of its AI Providers and other subprocessors at https://www.provalet.io/subprocessors, and provides a mechanism there to receive notice of material changes to that list.
(f) Flow-down obligations. Service Company acknowledges and agrees, and shall cause its Authorized Users to acknowledge, that: (i) factual assertions in AI Feature output should not be relied upon without independently verifying their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events; (ii) it is Service Company’s responsibility to evaluate whether AI Feature output is appropriate for its use case, including where human review is appropriate, before using or sharing that output; and (iii) Service Company shall not access or use the AI Features to build a competing product or service, to train a competing artificial-intelligence model, or to reverse engineer or duplicate any AI Provider’s services. These obligations are required by Pure Coastal’s agreements with its AI Providers and Service Company’s breach of them is a material breach of this Agreement.
(g) Service Company responsibility for inputs. Service Company is responsible for the data, instructions, and prompts it or its Authorized Users submit to AI Features, and represents that it has all rights necessary to submit that data for processing as described in this Section 4A, Section 5A, and Section 6. Service Company shall not submit to any AI Feature data it is not permitted to disclose, or use AI Features in violation of the Use Restrictions in Section 3(c) or applicable law.
(h) Third-party AI assistants and integrations. If Service Company elects to connect the Software to a third-party artificial-intelligence assistant, agent, or platform (including through any application programming interface or model-context interface Pure Coastal makes available), Service Company authorizes the exchange of Service Company Data with that third party and acknowledges that the third party’s own terms and privacy practices govern its handling of that data. Pure Coastal is not responsible for any third-party assistant, agent, or platform, or for any action it takes, recommends, or fails to take.
(i) No professional advice. AI Features do not provide legal, tax, accounting, insurance, medical, or other professional advice, and no output constitutes such advice.
(j) Relationship to the Agreement. AI Features are part of the “Software” and “Pure Coastal IP” as those terms are used in this Agreement. The “AS IS” disclaimer (Section 7), the Limitations of Liability (Section 8(d)), and the Service Company indemnity (Section 8(b)) apply to AI Features in full. Nothing in this Section 4A expands Pure Coastal’s warranties or liability.
5. Fees; Audit Rights; Personally Identifiable Information
(a) Fees. Service Company shall pay Pure Coastal the Software subscription fees (“Fees”) set forth on the Order Form plus any and all fees associated with Additional Authorized Users that Service Company elects to purchase, without offset or deduction, for each Initial and Renewal Term in the Term of this Agreement. Service Company acknowledges and agrees that with respect to any Additional Authorized Users, the associated license fees are pro-rated on a daily basis through the end of the month that Service Company elects to purchase such Additional Authorized User, and full payments will be owed for every subsequent month thereafter as part of the Fees. Service Company hereby authorizes Pure Coastal’s third-party payment processor to charge and automatically collect the Fees from Service Company using Service Company’s selected payment method, as designated in the Master Platform. Service Company acknowledges and agrees that all Fees are payable and collected in advance prior to the start of the subscription term designated in the Order Form, unless indicated otherwise on the Order Form. Service Company is responsible for ensuring all billing and payment information is accurate, complete and up to date in the Master Platform. If Service Company fails to make any payment when due, without limiting Pure Coastal’s other rights and remedies: (i) Pure Coastal may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Service Company shall reimburse Pure Coastal for all reasonable costs incurred by Pure Coastal in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more after written notice thereof, Pure Coastal may suspend Service Company’s and its Authorized Users’ access to any portion or all of the Software until such amounts are paid in full.
(b) Taxes. All Fees and other amounts payable by Service Company under this Agreement are exclusive of taxes and similar assessments. Service Company is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Service Company hereunder, other than any taxes imposed on Pure Coastal’s income.
(c) Payments for Professional Services. As described in Section 2(b), Service Company will designate and communicate to Customers through the Customer Mobile Application the fees associated with the Professional Services (“Customer Fees”). Customers will have the option through the Customer Mobile Application to submit a tip (“Tip”), in addition to the Customer Fees, in connection with the receipt of Professional Services. Service Company acknowledges and agrees that (i) Customer Fees and Tips are collected and processed through the Customer Mobile Application via a third-party payment processor and then submitted directly to Service Company, less payment processor fees, which are set forth in the Order Form and subject to change upon notice to Service Company, charged by the third-party processor at a current rate of 2.9% and $0.30 per transaction, plus the Pure Coastal technology fee, which will not exceed 1.00% and the exact percentage of which will be identified in the Order Form or in a written addendum executed by the Parties; (ii) Customer Fees and Tips are not paid to, received by, or possessed for any amount of time by Pure Coastal, and Pure Coastal merely provides Service Company a tool, through the Software and Customer Mobile Application, to charge and receive payments from Customers for Professional Services; (iii) Service Company is solely responsible for the accuracy and legality of each amount it charges, for obtaining and maintaining each Customer’s authorization for any recurring or stored-payment charge in compliance with NACHA rules, card network rules, the Electronic Fund Transfer Act and Regulation E, and applicable state law, and for making any surcharge, convenience fee, or service fee disclosure required by law or card network rules; and (iv) Pure Coastal will not be liable for, and Service Company will indemnify and hold harmless Pure Coastal for, any and all Losses (defined in Section 8(a)) incurred by Pure Coastal resulting from any Third-Party Claim (defined in Section 8(a)) arising out of Service Company’s failure to receive any Customer Fees or Tips, any chargeback or disputed transaction, or any noncompliance described in subclause (iii).
(d) Auditing Rights. Pure Coastal may, at its own expense, on reasonable prior notice to Service Company, periodically inspect and audit Service Company’s records with respect to matters covered by this Agreement solely to ensure compliance with the terms of this Agreement, including without limitation the restriction on the number of Authorized Users permitted to access the Authorized User Accounts as described in Section 3(b). Service Company shall pay for the costs of the audit and the reasonable cost of additional licenses for additional Authorized Users if the audit reveals that Service Company has permitted more than the designated number of Authorized Users on the Order Form to access and use the Service Technician Mobile Application through an Authorized User Account. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of one year after the termination or expiration of this Agreement.
(e) Personally Identifiable Information. Through access to and use of the Software, Service Company and its Authorized Users will be exposed to personally identifiable information with respect to Customers and potential Customers, such as individuals’ names, addresses, email addresses, telephone numbers, service history, and payment-related information (“Personal Information”). Service Company shall treat such Personal Information as confidential information and shall only use such information as necessary for the provision and management of Professional Services in accordance with Pure Coastal’s Privacy Policy located at https://app.provalet.io/privacy_policy. As between the Parties, Service Company is the controller (or business) with respect to Personal Information relating to its Customers, and Pure Coastal acts as a processor (or service provider) on Service Company’s behalf. Service Company shall be solely responsible and liable for its and its Authorized Users’ misuse of Personal Information, and for providing all notices and obtaining all consents required from individuals under applicable privacy law. Service Company shall defend and hold harmless Pure Coastal for any and all Losses incurred by Pure Coastal resulting from any Third-Party Claim arising out of Service Company’s or its Authorized Users’ misuse of Personal Information or failure to provide such notices or obtain such consents.
5A. Data Import and Migration
(a) The Software may allow Service Company to import, upload, or migrate data — including Customer lists, contact details, service history, and pricing — from other systems or files (“Imported Data”), including with the assistance of automated or AI-assisted mapping tools.
(b) Representations. Service Company represents and warrants that, for all Imported Data: (i) it has the right and all necessary authority, consents, and lawful bases to collect the data, to transfer and import it into the Software, and to have Pure Coastal and its service providers (including AI Providers) process it as contemplated by this Agreement and the Privacy Policy; (ii) the import and subsequent processing do not violate any law, contract, or third-party right, including the terms of any other software provider from which the data was exported; and (iii) it has provided and will provide any notices and obtain any consents required from the individuals whose Personal Information is contained in the Imported Data.
(c) No consent representation by Pure Coastal. Service Company acknowledges that Pure Coastal does not obtain, and is not responsible for obtaining, consent from any individual whose Personal Information is contained in Imported Data or who is added to the Software by Service Company. Any record the Software creates to reflect that a Customer was added or imported by Service Company is a record of Service Company’s action and is not a representation by Pure Coastal that the Customer personally reviewed or accepted any terms. Service Company is responsible for obtaining each Customer’s agreement to the ProValet Customer Terms of Service and any payment authorization before initiating any charge to that Customer.
(d) Indemnity. Service Company’s indemnification obligations in Section 8(b) extend to any Third-Party Claim arising out of Imported Data, including any claim that its collection, export, import, or processing was unauthorized or unlawful.
6. Intellectual Property Ownership; Feedback
(a) Pure Coastal IP. Service Company acknowledges that, as between Service Company and Pure Coastal, Pure Coastal owns all right, title, and interest, including all Intellectual Property rights, in and to the Pure Coastal IP.
(b) Service Company Data. Pure Coastal acknowledges that, as between Pure Coastal and Service Company, Service Company owns all right, title, and interest, including all Intellectual Property rights, in and to the Service Company Data. Service Company hereby grants to Pure Coastal a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Service Company Data and perform all acts with respect to the Service Company Data as may be necessary for Pure Coastal to provide the Software to Service Company, including through third-party AI Providers and other subprocessors as described in Section 4A(e), and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Service Company Data incorporated within the Aggregated Statistics.
(c) Output. As between the Parties, Service Company owns the output generated by AI Features from Service Company Data at Service Company’s direction (“Output”), subject to Pure Coastal’s rights in the Pure Coastal IP. Service Company acknowledges that AI Features may generate identical or similar output for other customers and that Pure Coastal makes no representation that Output is unique or protectable.
(d) Feedback. If Service Company or any of its Authorized Users, employees or contractors sends or transmits any communications or materials to Pure Coastal by mail, email, telephone, or otherwise, suggesting or recommending changes to the Pure Coastal IP or any comments, questions, suggestions, or the like (“Feedback”), Pure Coastal is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Service Company hereby assigns to Pure Coastal all right, title, and interest in and to any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained in the Feedback.
7. Disclaimer
SERVICE COMPANY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE, THE CUSTOMER MOBILE APPLICATION, AND THE AI FEATURES ARE MERELY TOOLS PROVIDED BY PURE COASTAL TO ASSIST SERVICE COMPANY WITH MANAGEMENT OF ITS OPERATIONS. THE PURE COASTAL IP IS PROVIDED “AS IS” AND PURE COASTAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PURE COASTAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PURE COASTAL MAKES NO WARRANTY OF ANY KIND THAT THE PURE COASTAL IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY OUTPUT OF ANY AI FEATURE, WILL MEET SERVICE COMPANY’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, CURRENT, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, PURE COASTAL MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR FITNESS OF ANY AI FEATURE OUTPUT, ANY DATA MAPPING OR IMPORT PERFORMED WITH AI ASSISTANCE, OR ANY ROUTE, SCHEDULE, INVOICE, ESTIMATE, OR COMMUNICATION GENERATED WITH AI ASSISTANCE.
8. Indemnification; Limitations of Liability
(a) Pure Coastal Indemnification.
(i) Scope. Subject to the remainder of this Section 8(a), Pure Coastal shall indemnify, defend, and hold harmless Service Company from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Service Company resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that the Software, as provided by Pure Coastal and used by Service Company in accordance with this Agreement, directly infringes such third party’s United States copyright or United States trademark rights, or misappropriates such third party’s trade secrets.
(ii) Patent claims excluded. The indemnity in Section 8(a)(i) does not extend to, and Pure Coastal has no obligation of any kind with respect to, any Third-Party Claim alleging infringement of any patent.
(iii) Conditions. Pure Coastal’s obligations under this Section 8(a) are conditioned on Service Company: (A) notifying Pure Coastal in writing of the Third-Party Claim promptly after becoming aware of it, provided that a failure to give prompt notice relieves Pure Coastal of its obligations only to the extent Pure Coastal is materially prejudiced by the delay; (B) granting Pure Coastal sole authority to control the investigation, defense, and settlement of the Third-Party Claim; (C) providing reasonable cooperation and assistance at Pure Coastal’s expense; and (D) making no admission, settlement, payment, or public statement concerning the Third-Party Claim without Pure Coastal’s prior written consent.
(iv) Exclusions. This Section 8(a) does not apply to the extent the alleged infringement or misappropriation arises from or relates to: (A) use of the Software in combination with any data, software, hardware, equipment, or technology not provided by Pure Coastal or authorized by Pure Coastal in writing; (B) modifications to the Software not made by Pure Coastal; (C) Service Company Data, Imported Data, or Service Company’s names, marks, logos, or content; (D) any Output of, or any use of, an AI Feature; (E) continued use of the Software after Pure Coastal has notified Service Company to discontinue such use, or use of any release or version other than the most current version Pure Coastal has made available; (F) Service Company’s breach of this Agreement, or use of the Software other than in accordance with this Agreement or applicable law; (G) any free trial, pilot, beta, evaluation, or other no-charge use of the Software; or (H) Pure Coastal’s compliance with designs, specifications, requirements, or instructions furnished by Service Company.
(v) Mitigation. If a Third-Party Claim within Section 8(a)(i) is made or, in Pure Coastal’s reasonable judgment, is likely to be made, Pure Coastal may at its sole option and expense: (A) procure for Service Company the right to continue using the Software; (B) modify or replace the affected portion of the Software so that it is non-infringing while retaining materially equivalent functionality; or (C) if Pure Coastal determines that neither (A) nor (B) is commercially reasonable, terminate this Agreement, in its entirety or as to the affected component, effective immediately on written notice to Service Company, and refund to Service Company any prepaid, unused Fees attributable to the terminated portion of the then-current Term.
(vi) Cap. Pure Coastal’s total aggregate liability under this Section 8(a) — including Losses, defense costs, attorneys’ fees, and settlement amounts — will not exceed the greater of (1) twenty-five thousand U.S. dollars (US $25,000) or (2) the total amounts paid by Service Company to Pure Coastal under this Agreement in the twelve (12) months preceding the date the Third-Party Claim was first asserted, and is included within, and does not increase, the limitation set forth in Section 8(d).
(vii) Territory. This Section 8(a) applies only to Third-Party Claims brought in, or arising under the laws of, the United States.
(viii) Sole remedy. Sections 8(a) and 8(c) state Service Company’s sole and exclusive remedy, and Pure Coastal’s entire liability and obligation, for any Third-Party Claim of infringement or misappropriation of any intellectual property right.
(b) Service Company Indemnification. Service Company shall indemnify, hold harmless, and, at Pure Coastal’s option, defend Pure Coastal from and against any Losses resulting from any Third-Party Claim that the Service Company Data or Imported Data, or any use of the Service Company Data or Imported Data in accordance with this Agreement, infringes or misappropriates such third party’s Intellectual Property rights or violates such third party’s privacy or publicity rights, and any Third-Party Claim based on Service Company’s or any Authorized User’s: (i) negligence or willful misconduct; (ii) use of the Software in a manner not authorized by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Pure Coastal or authorized by Pure Coastal in writing; (iv) modifications to the Software not made by Pure Coastal; (v) offer, provision or management of Professional Services or any information provided by Service Company or Authorized Users through the Software to Customers regarding Professional Services; (vi) use of, reliance on, or confirmation of any action proposed by an AI Feature, including any communication sent, charge initiated, or record created or modified as a result; (vii) collection, export, import, or processing of Imported Data; or (viii) violation of any law governing communications, payments, employment, or privacy. Service Company may not settle any Third-Party Claim against Pure Coastal unless Pure Coastal consents to such settlement, and Pure Coastal will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 8 SETS FORTH SERVICE COMPANY’S SOLE REMEDIES AND PURE COASTAL’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
(d) Limitations of Liability. IN NO EVENT WILL PURE COASTAL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (v) COST OF REPLACEMENT GOODS OR SERVICES; OR (vi) ANY MATTER ARISING OUT OF OR RELATING TO ANY AI FEATURE OR ANY OUTPUT THEREOF, IN EACH CASE REGARDLESS OF WHETHER PURE COASTAL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL PURE COASTAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY SERVICE COMPANY TO PURE COASTAL UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
(e) Limitations Period. Except for claims for non-payment of Fees, no action arising out of or relating to this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.
9. Confidentiality
(a) Definition. “Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), whether orally, in writing, or by access to systems, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Pure Coastal includes the Pure Coastal IP, the Software’s non-public features and performance, security information, and pricing not published generally. Confidential Information of Service Company includes Service Company Data and Personal Information.
(b) Obligations. Recipient shall (i) protect Discloser’s Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and subprocessors (including AI Providers) who have a need to know and are bound by confidentiality obligations no less protective than those in this Section 9; and (iii) not use Confidential Information except as necessary to perform under or exercise its rights under this Agreement.
(c) Exclusions. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Section 9; (ii) was rightfully known to Recipient without restriction before disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.
(d) Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided that, where legally permitted, it gives Discloser prompt notice and reasonable cooperation to seek protective treatment.
(e) Security. Pure Coastal will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Service Company Data against unauthorized access, use, or disclosure. Pure Coastal will notify Service Company without undue delay after confirming a security incident affecting Service Company Data, and will provide information reasonably available to it to assist Service Company in meeting Service Company’s own notification obligations. Service Company is responsible for determining whether any incident requires notification to its Customers or to regulators and for making any such notification.
10. Term and Termination
(a) Term. The terms and conditions of this Agreement are effective and binding upon the Parties as of the Effective Date and will continue in full force and effect until the end of the Term. For the purposes of determining Fees owed, the subscription term of this Agreement begins on the Effective Date, unless the Order Form includes a free trial, in which case the subscription term begins on the completion of the free trial period, and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the duration of the subscription term as designated on the Order Form (the “Initial Term”). This Agreement will automatically renew at the end of the Initial Term for successive terms that are the same length as the Initial Term, subject to Pure Coastal’s then-current Fees, unless earlier terminated pursuant to this Agreement’s express provisions (each a “Renewal Term” and together with the Initial Term, the “Term”).
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Pure Coastal may terminate this Agreement at any time for any reason upon thirty (30) days’ written notice to Service Company;
(ii) If the Initial Term is one (1) year or longer, either Party may terminate by providing the other Party with written notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term. If the Initial Term is one (1) month, either Party may terminate by providing the other Party with written notice of non-renewal at least ten (10) days prior to the expiration of the then-current Renewal Term. Service Company may submit notice of non-renewal through the Master Platform or by email to the address in Section 11(b);
(iii) Service Company may terminate this Agreement, effective on written notice to Pure Coastal, if Pure Coastal materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after Service Company provides Pure Coastal with written notice of such breach; or
(iv) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Renewal Notice. Pure Coastal will provide Service Company with electronic notice of each upcoming automatic renewal and of the then-current Fees at least thirty (30) days before the renewal date, and will identify the deadline and method for providing notice of non-renewal.
(d) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Service Company shall immediately discontinue use of the Pure Coastal IP and shall delete, destroy, or return all copies of the Pure Coastal IP and certify in writing to Pure Coastal that the Pure Coastal IP has been deleted or destroyed. No expiration or termination will affect Service Company’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Service Company to any refund, including without limitation Service Company’s termination of an Authorized User Account in accordance with Section 3(b). For thirty (30) days following expiration or termination, Pure Coastal shall make all Service Company Data available to Service Company for export in a reasonable machine-readable format selected by Pure Coastal. Thereafter Pure Coastal may delete Service Company Data in accordance with its Privacy Policy and retention practices.
(e) Survival. This Section 10(e) and Sections 1, 3(c), 3(d), 4A(b), 4A(c), 4A(d), 4A(f), 4A(g), 5(a), 5(e), 5A, 6, 7, 8, 9, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
11. Miscellaneous
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement, or, in the case of Service Company, at the email address associated with its Account. Notices to Pure Coastal must be sent to privacy@provalet.io and to Pure Coastal Technologies, Inc., 365 5th Avenue South, Suite 201, Naples, FL 34102, Attn: Legal. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (return receipt requested, postage pre-paid). A Notice is effective upon receipt by the receiving Party.
(c) Force Majeure. In no event shall Pure Coastal be liable to Service Company, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Pure Coastal’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, hurricane, explosion, war, terrorism, invasion, riot or other civil unrest, epidemic or pandemic, strikes, labor stoppages or slowdowns or other industrial disturbances, failure or degradation of telecommunications, hosting, or AI Provider services, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. Pure Coastal may amend this Agreement from time to time. Pure Coastal will provide notice of any material amendment by posting the updated Agreement with a new “Last modified” date and by sending notice to the email address associated with Service Company’s Account at least thirty (30) days before the amendment takes effect. If Service Company does not agree to a material amendment, Service Company may terminate this Agreement by written notice before the amendment’s effective date, and Pure Coastal will refund any prepaid, unused Fees for the terminated portion of the then-current Term. Service Company’s continued use of the Software after the effective date constitutes acceptance of the amendment. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Dispute Resolution; Binding Arbitration; Class Action Waiver.
(i) Informal Resolution. Before commencing arbitration, the initiating Party shall send the other Party a written notice describing the dispute and the relief sought. The Parties shall attempt in good faith to resolve the dispute for thirty (30) days after that notice.
(ii) Agreement to Arbitrate. Except as set forth in Section 11(e)(v), any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, the AI Features, or the relationship between the Parties, including the interpretation, breach, termination, enforceability, or validity of this Agreement, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the award may be entered in any court of competent jurisdiction. This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Section 11(e).
(iii) Procedure. The arbitration shall be conducted before a single arbitrator. The seat of arbitration shall be Collier County, Florida, and hearings may be conducted by videoconference at the arbitrator’s discretion. The arbitrator shall have exclusive authority to resolve any dispute relating to the scope, enforceability, or formation of this arbitration agreement, except that a court shall decide any challenge to Section 11(e)(iv). The arbitrator may award any relief available in an individual action in court, and shall issue a reasoned written award. Each Party shall bear its own attorneys’ fees except where a statute or this Agreement provides otherwise. The arbitration and its outcome shall be confidential, except as necessary to enforce the award or as required by law.
(iv) CLASS ACTION WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this Section 11(e)(iv) is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief shall be severed from the arbitration and brought exclusively in the courts identified in Section 11(f), and all other claims shall proceed in arbitration.
(v) Exceptions. Either Party may (A) bring an individual action in small claims court for claims within that court’s jurisdiction; (B) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its Intellectual Property or Confidential Information as contemplated by Section 11(i); and (C) in the case of Pure Coastal, bring an action in court to collect unpaid Fees.
(vi) Jury Trial Waiver. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.
(vii) Survival. This Section 11(e) survives termination of this Agreement and of Service Company’s Account.
(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by the laws of the State of Florida without regard to its conflict of law provisions. Subject to Section 11(e), any claim, legal proceeding, or litigation arising in connection with this Agreement shall be brought solely within the state or federal courts located in Collier County, Florida, and the Parties hereby expressly waive any challenge to the jurisdiction of such courts.
(g) Assignment. Service Company may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Pure Coastal. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. Pure Coastal may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Export Regulation. Service Company shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Software or any Service Company Data outside the United States.
(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by Service Company of Section 3(c) or Section 9 would cause Pure Coastal irreparable harm for which monetary damages would not be an adequate remedy, and agrees that, in the event of such breach or threatened breach, Pure Coastal will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(j) Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.
(k) Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties.
(l) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein confers upon any other person any legal or equitable right, benefit, or remedy.
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